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AMENDED AND RESTATED  EMPLOYMENT AND NONCOMPETITION AGREEMENT

THIS AMENDED AND RESTATED EMPLOYMENT AND NONCOMPETITION AGREEMENT (the "Agreement") is made and entered into as of October 31, 2000, by and among
Apex Inc., a Washington corporation ("Employer" or "Apex"), Avocent Corporation, a Delaware corporation, and Samuel F. Saracino (the "Employee").

RECITALS

WHEREAS, Avocent Corporation and its affiliates including Apex and Cybex Computer Products Corporation ("Cybex") (Avocent Corporation and its affiliates are
collectively referred to in this Agreement as "Avocent") are engaged in the business of designing, manufacturing, and selling stand-alone console/KVM switching systems, console/KVM remote access
products, and integrated server cabinet solutions for the client/server computing market;

WHEREAS,
Employee and Employer entered into that certain Employment and Noncompetition Agreement dated March 7, 2000 (the "Original Employment Agreement"); and

WHEREAS,
on March 8, 2000, Apex, Cybex, and Avocent Corporation entered into an Agreement and Plan of Reorganization dated March 8, 2000 (the "Reorganization
Agreement"). Pursuant to the Reorganization Agreement, (i) Apex Acquisition Corp., a wholly-owned subsidiary of Avocent, merged with and into Apex on July 1, 2000 (the "Apex Merger"),
and upon the Apex Merger, Apex became a wholly-owned subsidiary of Avocent, and (ii) Cybex Acquisition Corp., a wholly-owned subsidiary of Avocent, merged with and into Cybex (the "Cybex
Merger") on July 1, 2000, and upon the Cybex Merger, Cybex also became a wholly-owned subsidiary of Avocent; and

WHEREAS,
for and in consideration of an increase in base pay, certain incentive bonus eligibility and awards, and an award of stock options that would not otherwise be made to
Employee, Employer, Employee, and Avocent now wish to amend and restate the Original Employment Agreement with this Amended and Restated Employment and Noncompetition Agreement.

AGREEMENT

THE PARTIES HERETO AGREE AS FOLLOWS:

1.  DUTIES.  During
the term of this Agreement, the Employee agrees to be employed by Apex and to serve Avocent and Apex as their Senior Vice President
of Legal and Corporate Affairs, General Counsel, and Secretary. The Employee shall devote such of his business time, energy, and skill to the affairs of Avocent and Apex as shall be necessary to
perform the duties of the Senior Vice President of Legal and Corporate Affairs, General Counsel, and Secretary of Avocent and Apex. The Employee shall report to the Executive Vice President of
Avocent, to the President of Avocent, and to the Boards of Directors of Avocent and Apex, and at all times during the term of this Agreement, the Employee shall have powers and duties at least
commensurate with his position as Senior Vice President of Legal and Corporate Affairs, General Counsel, and Secretary. The Employee's principal place of business with respect to his services to
Avocent and Apex shall be within the vicinity of the city of Redmond, Washington. The Employee shall function as the principal legal officer of Avocent and its affiliates with responsibility for legal
and corporate affairs (including the legal aspects of Avocent's mergers and acquisitions, business development strategy, intellectual property affairs, and other legal matters). Employee will work
with key managers and individuals located in Huntsville, Alabama, Shannon, Ireland, and Acton, Massachusetts, and work closely with the Executive Vice President on business development activities.

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2.  TERM OF EMPLOYMENT.



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3.  SALARY,
BENEFITS AND BONUS COMPENSATION.



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4.  SEVERANCE
COMPENSATION.



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5.  NON-COMPETITION
OBLIGATIONS.  Unless waived or reduced by the Employer or Avocent, during the term of this Agreement and for a period of
12 months thereafter, the Employee will not, without the Employer's prior written consent, directly or indirectly, alone or as a partner, joint venturer, officer, director, employee,
consultant, agent, independent contractor or stockholder of any company or business, engage in any business activity in the United States, Canada, or Europe which is substantially similar to or in
direct competition with any of the business activities of or services provided by the Employer at such time (a "Competing Business"). Notwithstanding the foregoing, (i) the ownership by the
Employee of not more than five percent (5%) of the shares of stock of any corporation having a class of equity securities actively traded on a national securities exchange or on The Nasdaq Stock
Market shall not be deemed, in and of itself, to violate the prohibitions of this Section 5, and (ii) the Employee's performance of services in any capacity for any consulting firm,
public accounting firm, or law firm that has as a client any company or business that is a Competing Business
shall not violate the prohibitions of this Section 5 so long as the Employee does not perform any services directly for such Competing Business.

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6.  MISCELLANEOUS.



If to the Employer/Avocent:

Avocent Corporation
4991 Corporate Drive
Huntsville, AL 35805
Attn: Executive Vice President
Copy to: General CounselIf to the Employee:

Samuel F. Saracino
[]
[]


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IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

| |  | APEX INC.:                             
| |  | ---------------------------------------
| |  | By:                                    
| |  | Its:                                   
| |  | AVOCENT CORPORATION:                   
| |  | By:                                    
| |  | Its:                                   
| |  | EMPLOYEE:                              
| |  | /s/SAMUEL F. SARACINOSamuel F. Saracino

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